General Policy Statement
We, the Board of Directors of Republic Trinidad Corporation (“Corporation”), adopt this Code of Ethics Policy to guide
the directors, officers, and employees of the Corporation and its subsidiaries regarding the ethical standards that we expect
these individuals to follow in their personal and business conduct. It is our intent to conduct our business according to
the highest ethical standards to merit the complete confidence and trust of our customers, stockholders and the general
public. The Corporation's directors, officers, and employees must assume responsibility for their personal and business
conduct so that it does not harm the Corporation's reputation as a responsible financial services organization.
Compliance with Laws and Regulations
We expect the directors, officers, and employees (collectively referred to as “Insiders”) of the Corporation and its
subsidiaries to fully comply with the requirements of applicable laws and regulations. We expect the Corporation's insiders
to use good judgment and high ethical standards in their personal and business conduct. In addition, we expect those individuals
to avoid illegal, dishonest, or unethical conduct.
Each insider is responsible for being familiar with the Code of Ethics. Executive officers shall be responsible for appropriately
advising the Corporation's employees about the requirements of the Code of Ethics and monitoring subordinate staff for compliance.
Executive officers are responsible for implementing the Code of Ethics and taking appropriate corrective action where
necessary. Any officer or employee violating provisions of the Code of Ethics may be dismissed from employment. Any director
violating the provisions of this Code of Ethics may be subject to removal by the other directors and/or the stockholders.
Conflicts of Interest
A conflict of interest is defined as an insider's involvement in outside businesses which might either conflict with
the insider's duty to the Corporation or adversely affect the individual's judgment in the performance of his or her responsibilities.
Our policy prohibits Corporate insiders from engaging in personal conduct that will conflict with the interests of the Corporation.
In addition, we believe it is important to avoid even the appearance of a conflict of interest since this may damage the
Acceptance of Gifts
Insiders and their immediate family shall not solicit, accept, or retain a personal benefit from:
- Any Bank customer,
- Any individual or organization doing or seeking to do business with the Bank, or
- Any other individual or organization based on a relationship with the Bank or Corporation.
A personal benefit shall include any type of gift, gratuity, favor, service, loan, legacy (except from a relative), fee,
compensation, or anything of monetary value.
Certain exceptions to this general rule may be acceptable if there is not, and there appears to be not, a reasonable
likelihood of improper influence on the insider's performance of his or her duties for the Corporation. The personal benefit
may not exceed the value of the following:
- Normal business courtesies, such as a meal or entertainment, involving no more than ordinary amenities;
- Non-cash gifts of nominal value such as those received at holiday time or special occasions that represent expressions
- Gifts based upon kinship, marriage, or social relationships entirely beyond and apart from any business relationship;
- Unsolicited advertising and promotional material of nominal value; and
- Awards given by charitable, educational, civic, or religious organizations for meritorious contributions or service.
Any insider receiving a personal benefit, other than for the exceptions listed above, must report the benefit to our
holding company's Chief Executive Officer ("CEO") or other appropriate official as provided in the "Reporting Requirements"
section of this Policy.
We recognize that federal law makes it a crime for any insider of a federally insured bank or bank holding company to
ask, solicit, accept, receive, or agree to receive anything of value from anyone as part of any business transaction with
the Bank. The Bank Bribery Act requires that the insider have a corrupt intent for this to be considered a crime. We also
acknowledge that the penalty for violating this law is a fine, or imprisonment, or both. Any improper payment should be
immediately reported to the holding company's CEO or other appropriate official.
The Bank is prohibited from making a contribution or expenditure in any federal or state election. We prohibit any insider
from making any direct or indirect contribution of Bank funds or other Bank property for the election of any candidate for
any political office. This prohibition includes the use of our Bank's corporate facilities and equipment for any political
The Bank may make a loan to a candidate for political office or a political action committee if the loan is made in the
ordinary course of business and complies with the Bank's Loan Policy.
An insider may participate in political activities as an individual, but not as a representative of the Bank. To avoid
any misunderstanding, the insider may not use the Bank's name or address in any political advertisement or campaign literature.
Insiders may make personal contributions to candidates or political action committees as they so desire.
Civic and Charitable Activities
Insiders may participate in non-profit social, civic, or philanthropic activities. Each insider should notify the holding
company's CEO or other appropriate official if the insider must obtain prior approval to represent the Bank as part of these
We discourage Bank Officers from holding outside employment. A written request to the Bank's CEO for prior approval
is required in those
cases where the officer believes it is justified. The CEO may not approve any outside employment or activity
- Subject the Bank to criticism,
- Encroach upon regular working hours,
- Interfere with the officer's or the employee's regular duties, or
- Necessitate that the officer or employee work such long hours that it affects that individual's productivity.
Any other financial institution, except the holding company, may not employ the bank officers or employees. The CEO may
not have any outside employment, except that he or she may also work for the holding company.
Each insider should conduct his or her financial affairs in a manner that is above criticism. Insiders and their immediate
families should borrow only from reputable organizations that regularly lend money. In addition, the insider's borrowings
must be based on the prevailing interest rate and not involve any type of preferential treatment. Bank executive officers
who borrow from another bank or financial institution must report their indebtedness to the Bank within ten (10) days. For
this purpose, Bank executive officers are only those policy-making officers specifically appointed by Board Resolution.
Bank officers and employees are not permitted to borrow money from their co-workers and should discuss any financial emergency
with the CEO. Insiders may borrow money from relatives without restriction.
Bank officers and employees should not sign on customer's accounts, act as deputy or co-renter of customer's safe deposit
boxes, or otherwise represent customers, except when the customer is related to the employee by blood or marriage.
Personal Investment Activity
Insiders may not engage in any investment transactions which create, or give the appearance of creating, a conflict of
interest between the insider and the Bank or between the Bank and any customer. We do not believe it is possible to specifically
list all of the possible conflicts of interest. However, we require that the following specific situations be avoided:
- Buying securities of a customer, supplier, borrower, or competitor since it may be construed as affecting the insider's
judgment that is exercised on the Bank's behalf;
- Investing in a company involved in the possible use of non-public information concerning that company;
- Permitting a customer to arrange investments for the account of the insider or his or her immediate family;
- Investing in customer-sponsored businesses under circumstances that might create a conflict of interest or the appearance
of a conflict; and making investments that parallel or anticipate investment action by the Bank.
Any Bank Insider who has a margin account with a broker or dealer in securities or commodities must report that information
to the Bank's CEO or other appropriate official.
Purchases of Bank Assets
Bank insiders, whether acting individually or in a fiduciary capacity, are not permitted to sell or purchase assets to
or from the Bank or any estate being administered by the Bank without obtaining prior approval of the Bank's CEO or other
appropriate official. Bank Insiders are prohibited from purchasing repossessed or foreclosed property from the bank. The
bank insider is not required to obtain prior approval for any assets that the Bank is selling at a public sale or auction.
The Bank's lending officers must use prudent lending guidelines as detailed in the Bank's Loan Policy in making loans
to Bank customers. The lending officer must justify any interest rate concessions based on the borrower's creditworthiness
and overall business relationship with the Bank.
Lending officers may not make credit recommendations for:
- Members of their families,
- Any individual or organization to which the officer or employee or his or her immediate family is indebted, or
- Any organization which the insider or his or her immediate family is associated or hold a material financial interest.
Bank insiders may not grant any loan or gratuity to any federal or state bank examiner or employee working for the Bank's
Bank officers and employees must exercise care in discussing transactions with customers since the Bank may not practice
law or give legal or tax advice. Consequently, Bank officers and employees must not say anything that may be interpreted
as legal or tax advice.
Bank officers and employees must recommend several qualified sources if a customer asks about professional services,
including attorneys, accountants, insurance agent, etc. We prohibit Bank officers and employees from specifically recommending
anyone or any firm when a customer asks for advice regarding professional services. Rather, we believe the better practice
is to provide the customer with a list of qualified sources from which to choose.
Borrowing from Customers
Insiders may not borrow from or extend credit to any customer or supplier of the Bank unless the customer or supplier
is a recognized lending institution. Insiders should not cosign, endorse, or otherwise assume liability for the borrowings
of any customer or prospective customer, except when the customer is related by blood or marriage.
Serving as an Individual Fiduciary
Bank officers and employees must request prior approval from the Bank's CEO or other appropriate official before accepting
appointment as a fiduciary or a co-fiduciary for a customer's account. The only exception to this rule is that a Bank officer
or employee may serve as a fiduciary for a member of his or her immediate family without obtaining prior approval of the
CEO or other appropriate official. A Bank officer or employee may not receive a fee for acting as a co-fiduciary with the
Bank unless specific prior approval is received.
We believe that it is essential to safeguard the confidential nature of customer financial information to our Bank’s
reputation and the trust of the general public.
The First National Bank in Trinidad will be in compliance with GLEBA (Graham-Leach-Bliley Act). Our policy is that customer
confidential information acquired by any insider as a result of his or her activities on the Bank's behalf must be held
in the strictest confidence. The insider may only use this information for Bank-related purposes and not for personal gain.
An insider may only release information regarding a customer to private persons, organizations, or governmental bodies with
the customer's written consent or appropriate legal process, such as a subpoena or court order. Insiders may not discuss
confidential customer information with anyone outside the Bank. In addition, insiders may only discuss confidential customer
information with insiders that have a legitimate business need to know. The Bank's CEO or other appropriate official is
responsible for reviewing any request for such information, including subpoenas and court orders.
Information Regarding the Holding Company
Insiders may not release financial or other information regarding the Bank or Corporation to any outside person or organization
unless it has been made available to the public through authorized news releases or regulatory reports. Insiders must refer
all news media inquiries to the holding company's CEO or other appropriate official.
Dealings with Competitors
Insiders must observe fair and ethical conduct in dealing with our competitors. We believe that it is inappropriate and
unethical for our insiders to make disparaging remarks concerning our competitors. Our strategy is to emphasize the quality
and competence of our directors, officers and employees in soliciting new customers. In addition, insiders are prohibited
from working with competitors to set or control interest rates, prices, or marketing policies.
We do not require that a customer purchase other services from our Bank or prohibit the customer from dealing with our
competitors as a condition to obtaining a loan or other banking services from our Bank.
Dealings with Auditors
Directors, officers and employees are required to fully cooperate with the internal auditing staff or any external auditing
firms. We expect our directors, officers and employees to honestly and openly answer all questions asked by the auditors.
Directors, officers and employees are prohibited from destroying any documents that may be necessary for any investigation
by a federal or state governmental agency, or the auditors. In addition, directors, officers and employees may not destroy
any document that is required to be kept under the Bank's Record Retention Schedule.
Falsification of Books and Records
Our policy is to create records and accounts that accurately reflect the institution's financial condition. Any officer
or employee falsifying any books, records, or documents of the institution shall be dismissed from employment and prosecution
Officers and employees must obtain prior approval from the holding company's CEO before accepting any offer to be a director
of an outside corporation. These restrictions, however, do not apply to corporations that are closely held by the officer's
or employee's family or involve a non-profit social, civic, religious, or philanthropic institution.
Business Opportunity Rightfully Belonging to the Holding Company
An insider must not take an opportunity which rightfully belongs to the Corporation or its subsidiaries. The opportunity
rightfully belongs to the Corporation or its subsidiaries in any case where the Corporation or its subsidiaries have been
seeking a particular business opportunity. Insiders may not divert these rightful business opportunities to themselves or
Prior Approval of Speeches and Statements
The CEO or other appropriate official must approve in advance any public statements, speeches, or interviews made on
behalf of the Corporation or its subsidiaries.
Insiders must use good judgment in deciding which corporate official to ask for prior approval or give required reports.
The vast majority of cases, the insider should request prior approval and report information to the holding company CEO.
In cases involving the CEO, the insider should obtain approval from, or report the information to, the Chairman of the Audit
Committee. If both the CEO and Chairman of the Audit Committee are involved, the insider should use good judgment in determining
whether prior approval needs to be obtained from, or the information needs to be reported to, the full Board of Directors
or one of the other executive officers of the Corporation.
Ethics Policy Requirements
This code of ethics and the standards within are adopted to promote:
- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.
- Full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the company.
- Compliance with applicable governmental rules and regulations.
Fair and Accurate Reporting
The company shall provide financial statements that fairly present, in all material respects, the financial condition
and results of operation of the company as of, and for, the periods presented in the report. The statements shall not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made
Adoption of a Formal Code of Ethics Policy
We adopt this policy as our code of ethics for the Corporation's directors, officers, and employees. Any subsequent change
in the code of ethics or waiver of the code of ethics for a director, officer, or employee shall be immediately disclosed
to the directors and/or the stockholders.
Independence of the Audit Committee
A majority of the company and its subsidiaries’ audit committee shall be independent directors. Members will be barred
from accepting any consulting, advisory or compensatory fee from the issuer or any subsidiary, other than in the member’s
capacity as a member of the board or any board committee.
Influence on External Auditors Prohibited
No officer or director, or any other person acting under their direction, shall take any action to fraudulently influence,
coerce, manipulate or mislead any independent public or certified accountant performing an audit of the company's financial
statements, for the purpose of rendering such financial statements materially misleading. Any individual violating this
policy shall be terminated from employment with the company or removed from the Board and may also be subject to fines and/or
punishment under federal law.
Loans to Directors and Executive Officers
Personal loans to directors and executive officers are generally prohibited. Exceptions to the general policy include:
• Home improvement and manufactured home loans, consumer credit, extensions of credit under an open-end credit plan,
charge cards, and extensions of credit by a broker/dealer to an employee of that broker/dealer.
I certify that I have personally reviewed Republic Trinidad Corporation’s Code of Ethics and that I am in full compliance
with and understand its requirements.
Board approved 04-22-2011